In
the most memorable sequence of the film, a montage accompanied by
the rousing song "Gonna Fly" (by Bill Conti), Rocky undergoes
further grueling training and workouts. At dawn, he sprints beneath
an overhead train, makes another run through the City of Brotherly
Love's streets and marketplaces, punches a bag, does one-armed pushups,
takes punches to his mid-section, executes endless situps, pounds
more slabs of beef, and sprints along the city's waterway. He dashes
(and flies) up the endless steps of the Philadelphia Museum of Art,
taking many steps with each leap. He turns and faces the panorama
of the city, with his hands triumphantly raised in the air. Although
his first run up the endless steps was overwhelmingly difficult,
this run is effortless. The cover story "Italian Stallion" in
TEMPO Magazine (red-bordered like Time Magazine) displays
his fighting stance.

The night before the fight, Rocky visits the deserted
Philadelphia Spectrum, the setting for the Bicentennial bout. He
climbs up into the ring, lined with thick red ropes, and stares at
the two gigantic posters of the combatants facing each other at opposite
ends. The arena is lined with red, white, and blue decorations and
an American flag to accentuate the patriotic theme. Jergens is surprised
to see him, especially when Rocky notes the inaccuracy of the color
of his trunks (red pants with a white stripe) on his poster. His
remark about the detailed oversight is ignored by Jergens - Rocky
isn't taken seriously:

Rocky: Mr. Jergens, the poster's wrong.
Jergens: What do ya mean?
Rocky: Well, I'm wearin' white pants with a red stripe.
Jergens: It doesn't really matter, does it? I'm sure you're gonna
give us a great show. Try to get some rest, kid.

Back with Adrian in his apartment, he sits on the edge
of the bed and then lies next to her. With jitters, doubts and misgivings,
he confesses to her that he can't win and beat Apollo, but then explains
his ultimate goals for the fight - to go the distance to prove that
he isn't just a "bum from the neighborhood":

Who am I kiddin'? I ain't even in the guy's league...It
don't matter, 'cause I was nobody before...I was nobody. That don't
matter either, ya know...It really don't matter if I lose this
fight. It really don't matter if this guy opens my head, either.
'Cause all I wanna do is go the distance. Nobody's ever gone the
distance with Creed. And if I can go that distance, ya see, and
that bell rings, ya know, and I'm still standin', I'm gonna know
for the first time in my life, ya see, that I weren't just another
bum from the neighborhood.

January 1, 1976

The night of the big fight arrives. Rocky's left hand
is wrapped in tape in the locker room, as Adrian looks on. Preparations
are also being made in Creed's dressing room. Vaseline is applied
under the eyes. Nasal drops are sprayed into the fighters' nostrils
to enhance their oxygen intake. Wearing a bright red robe with yellow
hood and lining (and emblazoned on the back ITALIAN STALLION), Rocky
kneels to pray in the bathroom. When it is time to enter the arena,
Adrian promises to wait in the locker room for him. Rocky jokes that
she shouldn't leave town while he's gone, and then asks: "Wish
me luck, I'm gonna need it."

One of the ring commentators speaks to the camera: "The
electricity is all over the place tonight as Rocky Balboa....could
be 'The Caveman against the Cavalier'." As Rocky moves toward
the ring, Mickey asks him about the name of Paulie's meat-packing
plant (Shamrock Meats, Inc.) sewn on the back of his robe, and he
responds: "Paulie gets three grand, I get the robe." As
Rocky enters the arena, Paulie complains to him about the costly
$200 baggy robe. The announcer describes Rocky's dismal chances as
he approaches closer to the ring: "A fifty-to-one underdog living
a Cinderella story, but he's captured people's imaginations all over
the world...And his record 44 victories - he's had 38 by knock-out,
and he's lost 20 bouts."
Speculation and Las Vegas odds say he hasn't the "stamina and
the skill"
to last more than three rounds.

The world heavyweight, show-boating champion Creed
enters the Bicentennially-decorated ring with tremendous fanfare,
dressed up in a George Washington wig and period costume and riding
in a boat - supposedly impersonating the famous President who crossed
the Delaware. Another of Creed's silly ideas is to toss silver dollars
to the crowd. Once inside the ring, he reveals an Uncle Sam outfit
while pointing and gesturing to the crowd and Rocky: "I Want
You!" - a mockery of the famous US recruiting poster for WWI. "I
want the Stallion," he taunts as he predicts finishing the bout
in three rounds. With Bill Conti's trumpeted theme song, a microphone
descends into the center of the ring for announcements from Jergens.
Gazzo sits in the crowd with a blonde next to him, and Paulie also
has a pretty date (Kathleen Parker) holding his arm at ringside.
Former heavyweight "Smoking Joe" Frazier (Himself) is brought
into the ring, where he advises Rocky:
"Don't hurt him, OK? Go light on him." He also play-boxes
with Creed, revealing that they're "friends." Introductions
are made for the main event:

"wearing red, white, and blue, weighing two
hundred and ten pounds, undefeated in forty-six fights, the 'Master
of Disaster,' the undisputed Heavyweight Champion of the World,
Apollo Creed"

After the referee covers the rules in the center of
the ring, the much-anticipated bout begins. Determined, Rocky proves
his worth in the ring for the title fight, in the fast-paced, highly-choreographed,
exciting boxing match. In round one, Creed dances around and executes
quick jabs at the slower challenger. The commentator notes that "Rocky
was blocking the blows with his face." The Champion smiles and "toys" with
his "outclassed" opponent until he is knocked flat to the
canvas by a tremendous, upswinging, crushing left hook to Creed's
jaw - his legendary southpaw punch. The disbelieving Champion is
up after a standing count, but he would have been defeated if Rocky
had immediately proceeded to his neutral corner. For the remainder
of the round, the Champion fights more effectively by delivering
multiple punches, but so does Rocky as he pounds combinations into
Creed's mid-section and electrifies the crowd. Just before the bell
rings, Creed breaks Rocky's nose.

In Rocky's corner, Mickey notes: "Your nose is
broke"
but then quips: "Ah, it's an improvement." Mickey also tells
Rocky:
"Go for the ribs. Don't let that bastard breathe." Duke tells
his man to quit playing around and showing off - it's not an exhibition
match:
"I wantcha to stick and move...He doesn't know it's a damn show.
He thinks it's a damn fight. Now finish this bum and let's go home."

In the second round, both fighters deliver barrages
of lightning-fast punches and jabs. Rocky doesn't give up, but concentrates
on hitting Creed's body and pounding him with ferocious counter-punches.
A series of quick montages dissolve from round to round in the match
that goes for fifteen grueling, punishing rounds. From various long-shot
and closeup angles, the sounds of gloves striking their targets are
magnified with grunts, commentary from ringside, and crowd noises.
With his face swelling and bloody, a stubborn Rocky falters but doesn't
give up ("What is keeping him up?" asks a commentator),
while the battered Creed is stunned that the challenger refuses to
fall or acknowledge being beaten. In the 14th round, Rocky is sent
to the canvas, but he crawls to his corner and manages to pull himself
up with the ropes. Ignoring Mickey's pleading "Down! Down! Stay
down!", he manages to pull himself up with the ropes. And with
a new burst of tenacious energy, he pounds Creed's ribs and sides
with body punches as the bell rings. For the first time, Adrian creeps
into the arena and watches in painful dismay.

In Rocky's corner before the 15th and final round,
the boxer begs Mickey to cut open his swollen eye so he can see ("Cut
me"). In the champion's corner, Duke suggests stopping the fight,
but Apollo refuses ("You ain't stoppin' nothin', man").
In a parallel shot, Rocky tells Mickey, "You stop this fight,
I'll kill you!" In the middle of the ring, the two combatants
circle around each other before unleashing more blows. Creed protects
his right side and injured ribs until Rocky finds an opening and
assaults his opponent's mid-section. As the bell rings, Creed appears
unconscious on the ropes, but he survives the flurry of blows when
time runs out. As they hang exhausted on each other, they barely
have enough energy to speak:

Creed: Ain't gonna be no rematch.
Rocky: Don't want one.

Although he originally meant to go the distance, the
self-respecting Rocky proves that he is more than a born loser and "another
bum." Unable to see, he is surrounded by hordes of questioning
reporters and interviewers, but he shows little concern about the
fight's outcome. All he can do is shout for Adrian. His calls for
her are drowned out by the eruptions from the crowd. Adrian calls
back to Rocky as she struggles to reach ringside. She plunges headlong
into the sea of people, as Jergens puts words to the monumental fight:
"the greatest exhibition of guts and stamina in the history of
the ring."

Rocky narrowly loses a split decision (the decision
is difficult to hear, but it appears that two judges vote for the
champ and one for Rocky) and the champ barely retains his title.
Creed, who predicted an effortless victory, never could have expected
the outcome. To provide perspective, the importance of the actual
outcome of the fight is deliberately muted and in the background,
emphasizing the profundity of the moral victory Rocky achieved by "going
the distance" against overwhelming odds.

In the confusion following the fight, Adrian finally
reaches Rocky - the real and true champion - in the ring, and she
exclaims: "I love you." He lovingly hugs and embraces her
and declares his own love for her: "I love you!" As they
lovingly hug each other in a locking grip, they continue declaring
their love for each other. As they celebrate their victory in the
face of defeat, the final, heart-lifting image freeze-frames on Rocky's
swollen, messy and battered face next to Adrian's.